Slaughter and May is advising Lai Sun Garment and Lai Sun Development on a voluntary general offer for eSun and a possible mandatory general offer for Lai Fung

28 May 2018

Slaughter and May, Hong Kong, is advising Lai Sun Garment (International) Limited (LSG) and Lai Sun Development Company Limited (LSD) on LSD’s conditional voluntary general offer to acquire all the shares in eSun Holdings Limited (eSun) not held by the LSD group (and the corresponding offer to cancel all of its outstanding share options) and, pursuant to the chain principle under the Hong Kong Takeovers Code, its related possible mandatory general offer to acquire all the shares in a subsidiary of eSun, Lai Fung Holdings Limited (Lai Fung), not held by the LSD group (and the corresponding offer to cancel all of its outstanding share options) (the Offers). The maximum amount of cash required to implement the Offers is approximately HK$2.2 billion.

LSG and its subsidiary, LSD, are listed on the Main Board of the Hong Kong Stock Exchange.  LSG is principally engaged in property investment, property development, investment in and operation of hotels and restaurants and investment holding. LSD is principally engaged in property investment, property development, investment in and operation of hotels and restaurants and investment holding. The Offers constitute a very substantial acquisition and a connected transaction subject to shareholders’ approval for both LSD and LSG under the Hong Kong Listing Rules.

LSD currently holds 36.94% of the shares in eSun. eSun is listed on the Main Board of the Hong Kong Stock Exchange. Its group is principally engaged in the development, operation of and investment in media and entertainment, music production and distribution, the investment in and production and distribution of television programmes, films and video format products, cinema operation, property development for sale and property investment for rental purposes as well as the development and operation of and investment in cultural, leisure, entertainment and related facilities.

eSun has two listed subsidiaries, Lai Fung, which is listed on the Main Board of the Hong Kong Stock Exchange, and Media Asia Group Holdings Limited (Media Asia), which is listed on GEM of the Hong Kong Stock Exchange.  Lai Fung is principally engaged in property development for sale and property investment for rental purposes, and development and operation of and investment in cultural, leisure, entertainment and related facilities. Media Asia is principally engaged in film production and distribution; organisation, management and production of concerts and live performances; artiste management; production and distribution of television programs; music production and publishing; licensing of media contents; provision of consultancy services in planning and management of cultural, entertainment and live performance projects.

This transaction is a rare example of an offer for a Hong Kong-listed company  triggering  a chain principle offer for another Hong Kong-listed company pursuant to the Hong Kong Takeovers Code.

Contacts

Lisa Chung (partner), John Moore (partner), Jianhao Zheng (counsel), Cynthia Ng (associate), Justin Chan (associate), Parinna Lau (associate), Conrad Cheung (trainee solicitor), Katie Cheung (trainee solicitor)


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